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which will in no event be less than a reasonable degree of care. Confidential Information will not <br />include information that is: (a) publicly available through no fault of the receiving party; (b) already <br />in the other party’s possession and not subject to a confidentiality obligation; (c) obtained by the other <br />party from any source without breach of any obligation of confidentiality; or (d) independently <br />developed by the other party without reference to the disclosing party’s Confidential Information. <br />Either party may disclose such Confidential Information as is required to be disclosed by order of a <br />court or other governmental entity; provided reasonable notice is given to the party owning such <br />Confidential Information so that such party may challenge the disclosure or obtain a protective order <br />or other equitable relief. The obligations in this section as to Confidential Information shall continue <br />for a period of five years following termination of this Agreement. <br />8. Term and Termination <br />The initial term of this Agreement shall be for one year from the Effective Date. After expiration of <br />the initial term, Customer’s Services included in this Agreement shall automatically renew for <br />successive one-year periods (the initial term and each renewal term, a “Term”) unless either party <br />provides written notice of non-renewal at least 60 days prior to commencement of the applicable <br />renewal term. The costs for Services in this agreement will increase by 3% (three percent) each year. <br />The parties will work in good faith to allow for each party to unwind this relationship if termination <br />occurs. <br />a. Termination by FASTER <br />FASTER shall have the right, upon notice to Customer, to terminate this Agreement if: (a) <br />Customer fails to pay FASTER any amount due hereunder and such failure to pay is not <br />cured within 30 days following FASTER’s notice to Customer of such breach; (b) Customer <br />materially breaches any term or condition of this Agreement, provided such breach is not <br />cured by Customer within 30 days following FASTER’s notice to Customer of such breach; <br />or (c) Customer (i) terminates or suspends its business activities; (ii) makes an assignment for <br />the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar <br />authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal <br />or state statutes. <br />b. Termination by Customer <br />Customer will have the right, upon notice to FASTER, to terminate this Agreement if (a) <br />FASTER is in material breach of this Agreement and FASTER fails to remedy such material <br />breach within 30 days of its receipt of such notice; (b) as provided by Section 3(a) of <br />Schedule B; (c) FASTER (i) terminates or suspends its business activities; (ii) makes an <br />assignment for the benefit of creditors, or becomes subject to direct control of a trustee, <br />receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency <br />proceeding under federal or state statutes. <br />9. General <br />a. Agreement Modifications <br />This Agreement can be modified only by a written agreement duly executed by persons <br />authorized to sign agreements on behalf of Customer and of FASTER. Any variance from the <br />terms and conditions of this Agreement in any order or other written notification from the <br />Customer will be of no effect. <br />16